ex10_1.htm


    
      

    

    
      Exhibit
10.1

      


      Orthofix
International N.V.

      AMENDED
AND RESTATED

      STOCK
PURCHASE PLAN

      


      _____________________________________________________________________________________

      


      


      The
Orthofix Inc. Employee Stock Purchase Plan is hereby amended, restated and
renamed the “Orthofix International N.V. Amended and Restated Stock Purchase
Plan,” and adopted by the Company, effective as of the Effective
Date.

      


      
        	
                 
      

              	
                1.

              	
                Purpose

              


      

       

      The
purpose of the Plan is to encourage eligible employees and directors to become
owners of common stock of Orthofix International N.V., thereby giving them a
greater interest in the growth and success of its business.

      


      
        	
                 
      

              	
                2.

              	
                Definitions

              


      

       

      The
following definitions are used throughout the Plan:

      


      (a)           “Board of Directors”
means the Board of Directors of the Company.

       

      (b)            “Code” means the
Internal Revenue Code of 1986, as amended.

       

      (c)            “Committee” means the
Compensation Committee of the Board of Directors. If, at any time, there is no
acting Compensation Committee of the Board of Directors, the term “Committee”
shall mean the Board of Directors.

       

      (d)            “Company” means
Orthofix International N.V., or any successor to substantially all of its
business.

       

      (e)           “Director” means a
member of the Board of Directors who is not also an employee of the Company or
of a Subsidiary and is not an Employee for purposes of this Plan.

       

      (f)           “Effective Date” means
the date determined in accordance with Section 11.

       

      (g)           “Employee” means a
full-time or part-time employee of the Company or of a Subsidiary that has been
designated as a participating employer under the
Plan.  Notwithstanding the foregoing, unless otherwise prohibited by
the laws of the local jurisdiction, “Employee” shall not mean a temporary
employee.

       

      (h)           “Fair Market Value”
means, as of any date that requires the determination of the Fair Market Value
of Orthofix Stock under this Plan, the value of a share of Orthofix Stock on
such date of determination, calculated as follows:

       

      (i)           If
shares of Orthofix Stock are then listed or admitted to trading on a Nasdaq
market system or a stock exchange which reports closing sale prices, the Fair
Market Value shall be the closing sale price on such date on such Nasdaq market
system or principal stock exchange on which the share is then listed or admitted
to trading, or, if no closing sale price is quoted on such day, then the Fair
Market Value shall be the closing sale price of the share on such Nasdaq market
system or such exchange on the next preceding day on which a closing sale price
is reported;

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (ii)          If
shares of Orthofix Stock are not then listed or admitted to trading on a Nasdaq
market system or a stock exchange which reports closing sale prices, the Fair
Market Value shall be the average of the closing bid and asked prices of the
share in the over-the-counter market on such date, or, if no closing bid and
asked prices are reported on such day, then the Fair Market Value shall be the
average of the closing bid and asked prices of the share in the over-the-counter
market on the next preceding day on which closing bid and asked prices are
reported; or

       

      (iii)        
If neither (i) nor (ii) is applicable as of such date, then the Fair Market
Value shall be determined by the Committee in good faith using any reasonable
method of evaluation, which determination shall be conclusive and binding on all
interested parties.

       

      (i)           “Orthofix Stock” means
the Common Stock of the Company, $.10 par value.  Unless the context
indicates otherwise, the terms “share” or “shares” shall refer to a share or
shares of Orthofix Stock.

       

      (j)           “Participant” means an
Employee or Director who elects to participate in the Plan.

       

      (k)           “Plan” means the
Orthofix International N.V. Amended and Restated Stock Purchase Plan, as further
amended from time to time.

       

      (l)           “Plan Year” means the
12-month period beginning on January 1 and ending on December 31.

       

      (m)           “Subsidiary” means (i)
a domestic or foreign corporation, limited liability company, partnership or
other entity with respect to which the Company, directly or indirectly, has the
power, whether through the ownership of voting securities, by contract or
otherwise, to elect at least a majority of the members of such entity’s board of
directors or analogous governing body or (ii) any other domestic or foreign
corporation, limited liability company, partnership or other entity in which the
Company, directly or indirectly, has an equity or similar interest and which the
Committee designates as a Subsidiary for purposes of the Plan.

       

      
        	
                 
      

              	
                3.

              	
                Shares Subject to the
      Plan

              


      

       

      (a)           The
total number of shares of Orthofix Stock reserved and available for issuance
pursuant to the Plan shall not exceed 950,000 shares.  The shares of
Orthofix Stock purchasable pursuant to the Plan may be authorized but previously
unissued shares of Orthofix Stock or shares of Orthofix Stock held in treasury
or purchased in the open market or in privately negotiated transactions. The
Company shall bear all costs in connection with issuance or transfer of any
shares and all commissions, fees and other charges incurred in purchasing shares
for distribution pursuant to the Plan.

       

      (b)           A
Participant shall have no rights as a shareholder with respect to shares of
Orthofix Stock purchasable pursuant to the Plan until the date the Participant
or his nominee becomes the holder of record of such shares. No adjustment shall
be made for dividends or other rights for which the record date is prior to such
date.

       

      (c)           If
the Committee determines that the total number of shares of Orthofix Stock to be
purchased pursuant to the Plan on any particular date exceeds the number of
shares then available for issuance under the Plan, the Committee shall make a
pro rata allocation of the available shares on a uniform and non-discriminatory
basis, and the payroll and other deductions of each Participant, to the extent
in excess of the aggregate purchase price payable for the Orthofix Stock
pro-rated to such individual, shall be refunded pursuant to Section
6.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.

              	
                Eligibility

              


      

       

      Each
Employee and Director (subject to Section 5(b) hereof) shall be eligible to
participate in the Plan on the first day of any Plan Year, provided that he or
she is actively employed or is a Director of the Company on such
day.

      


      
        	
                 
      

              	
                5.

              	
                Participation

              


      

       

      (a)           An
eligible Employee shall become a Participant for any Plan Year by electing to
contribute to the Plan, through payroll deductions, either a fixed amount or a
percentage of his or her compensation for the Plan Year; provided, however, that
such fixed amount or percentage shall not be less than 1% nor more than 25% (or
such other percentage as the Committee may determine) of his or her compensation
for the Plan Year.  For purposes of the Plan, an Employee’s
compensation shall mean (i) for non-commissioned employees, his or her regular
salary or straight-time wages, overtime, bonuses, and all other forms of
compensation, excluding any car allowance or relocation expense reimbursements;
and (ii) for commissioned employees, his or her commissions, guaranteed
payments, overtime, bonuses, and all other forms of compensation, excluding any
car allowance or relocation expense reimbursements.  An Employee’s
election to participate in the Plan for any Plan Year shall be made prior to the
beginning of such Plan Year on an authorized form and shall be made in
accordance with procedures established by the Committee from time to
time.

       

      (b)           An
eligible Director shall become a Participant for any Plan Year by electing to
contribute to the Plan, through a deduction of his or her annual director or
other compensation paid in cash, either a fixed amount or a percentage
of  such director compensation for the Plan Year.  A
Director’s election to participate in the Plan for any Plan Year shall be made
prior to the beginning of such Plan Year or, if later, within 30 days after the
date on which such individual first becomes an eligible Director, on an
authorized form and shall be made in accordance with procedures established by
the Committee from time to time.  Notwithstanding the foregoing, a
Director’s election to participate in the Plan for the Plan Year in which he or
she first becomes eligible to participate may be made within 30 days after the
date on which such individual first becomes eligible to participate; provided,
however, such election shall apply only to an amount of his or her annual or
other director compensation paid in cash for such Plan Year equal to the total
amount of the Director’s annual or other compensation paid in cash for such Plan
Year multiplied by the ratio of the number of days remaining in the Plan Year
after such election is made over the total number of days in the Plan Year for
which such Director receives annual director or other compensation.

       

      (c)           A
Participant must complete a new election with respect to each Plan Year in order
to participate in the Plan for such Plan Year.

       

      (d)           Participant
contributions (i) in the case of Employees, shall be deposited as soon as
practicable following each payday, and (ii) in the case of Directors, shall be
deposited as soon as practicable following the Company’s deduction of all or a
portion of the Director’s annual or other compensation, each in one or more
separate interest-bearing accounts at a bank or other financial
institution.  Each such account shall be maintained in the name of the
Plan for the benefit of Participants, and the balance of each such account shall
remain the property of the Participants until transferred to the Company
pursuant to Section 6.  After the close of each Plan Year, the balance
of the account will be transferred to the Company to purchase Orthofix Stock for
distribution to Participants and to pay cash in lieu of fractional shares as
provided in Section 6.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e)           A
Participant may elect to withdraw from the Plan by providing notice to the
Committee before the last day of the Plan Year.  Upon withdrawal from
the Plan, all payroll and other deductions under the Plan shall immediately
cease, and a Participant shall receive, in lieu of any other benefits under the
Plan, the following: (i) a refund of his or her contributions as soon as
practicable following the date of withdrawal from the Plan, and in any event no
later than the date that is two and one-half months following the last day of
the Plan Year in which such Participant withdrew from the Plan, and (ii) a
refund of the interest accrued through the date of payment at the rate in effect
at the bank or other financial institution holding Participant contributions,
which refund of accrued interest shall be paid immediately following the end of
the Plan Year in which such Participant withdrew from the Plan, and in any event
no later than the date that is two and one-half months following the last day of
such Plan Year.

       

      (f)           An
Employee’s participation in the Plan shall terminate upon his or her termination
of employment.  An Employee’s participation in the Plan shall, unless
otherwise required by applicable law, terminate upon his or her leave of absence
or absence from active employment for any other reason only if such Employee
does not continue to make contributions to the Plan during such leave in
accordance with procedures established by the Committee.  An Employee
whose participation in the Plan has terminated pursuant to this Section 5(f)
shall be deemed to have withdrawn from the Plan for purposes of this Section
5.

       

      (g)           A
Director’s participation in the Plan shall terminate if, during any Plan Year,
such Director ceases to be a member of the Board of Directors for any
reason.  A Director whose participation in the Plan has terminated
pursuant to this Section 5(g) shall be deemed to have withdrawn from the Plan
for purposes of this Section 5.

       

      (h)           A
Participant who withdraws his or her contributions or otherwise ceases
participation before the last day of the Plan Year may again participate in the
Plan for any subsequent Plan Year, provided he or she satisfies the eligibility
requirements of Section 4 and makes a timely election to contribute for such
Plan Year.

       

      (i)           If
any law, rule, or regulation applicable to an eligible Employee or Director
prohibits the use of payroll or other deductions for purposes of the Plan, or if
such deductions impair or hinder the operation of the Plan or affect the
composition of the Board of Directors or any committee thereof, an alternative
method of payment approved by the Committee may be substituted for such eligible
Employee or Director, as applicable; provided, however, that if any law, rule or
regulation relating to a Director participating in the Plan, in the sole
discretion of the Board of Directors, would affect the composition of the Board
of Directors or any committee thereof, the Board of Directors may terminate such
Director’s participation in the Plan.

       

      
        	
                 
      

              	
                6.

              	
                Distribution of Common
      Stock

              


      

       

      (a)           As
soon as practicable following the last day of each Plan Year, but in any event
no later than the date that is two and one-half months following the last day of
such Plan Year, the Committee shall distribute to each Employee and Director who
was a Participant for the entire Plan Year (or, in the event of the death of an
Employee or Director prior to such distribution, to the Employee’s or Director’s
beneficiary, as applicable) a certificate or certificates representing the
number of whole shares of Orthofix Stock determined by dividing (i) the amount
of the Participant’s contributions for the Plan Year plus interest on such
contributions through the end of the Plan Year by (ii) 85% of the Fair Market
Value of the Orthofix Stock on the first day of the Plan Year or, if lower, on
the last day of the Plan Year. Cash in the amount of any fractional share shall
be paid to the Participant by check as soon as practicable following the last
day of each Plan Year, but in any event, no later than the date that is two and
one-half months following the last day of such Plan Year.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           The
Committee may, in its discretion, require a Participant to pay to the Company or
its Subsidiary, as appropriate, prior to the distribution of the Orthofix Stock,
the amount that the Committee deems necessary to satisfy the Company’s
obligation to withhold applicable taxes, at the minimum statutory rate, that the
Participant incurs as a result of the Participant’s participation in the Plan.
To satisfy the minimum statutory tax withholding requirements, a Participant may
(i) deliver to the Company or its Subsidiary, as appropriate, sufficient shares
of Orthofix Stock (based upon the Fair Market Value of the Orthofix Stock at the
date of withholding) to satisfy the Company’s tax withholding obligations, (ii)
deliver sufficient cash to the Company or its Subsidiary, as appropriate, to
satisfy tax withholding obligations, or (iii) irrevocably elect for the Company
or its Subsidiary, as appropriate, to withhold from the shares of Orthofix Stock
to be distributed to the Participant the number of shares necessary (based upon
the Fair Market Value of the Orthofix Stock at the date of withholding) to
satisfy the Company’s tax withholding obligations.  In the event the
Committee subsequently determines that the aggregate Fair Market Value (on the
date of withholding) of shares of Orthofix Stock withheld as payment of any tax
withholding obligation is insufficient to discharge that tax withholding
obligation, then the Participant shall pay to the Company, or its Subsidiary, as
appropriate, immediately upon the Committee’s request, the amount of that
deficiency.  The Company or its Subsidiary, as appropriate, shall also
have the right to deduct from all cash payments made to a Participant (whether
or not such payment is made in connection with the Plan) any applicable taxes
required to be withheld with respect to such payments.

       

      
        	
                 
      

              	
                7.

              	
                Administration of the
      Plan

              


      

       

      (a)           The
Committee shall administer the Plan and shall keep a written record of its
actions and proceedings regarding the Plan and all dates, records and documents
relating to its administration of the Plan. The Committee is authorized to
interpret the Plan, to make, amend and rescind such rules as it deems necessary
for the proper administration of the Plan, to make all other determinations
necessary or advisable for the administration of the Plan and to correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent that the Committee deems desirable to carry the Plan
into effect. The powers and duties of the Committee shall include, without
limitation, the following:

       

      (i)           Determining
the amount of benefits payable to Participants and authorizing and directing the
Company with respect to the payment of benefits under the Plan;

       

      (ii)          Construing
and interpreting the Plan in its sole discretion whenever necessary to carry out
its intention and purpose and making and publishing such rules for the
regulation of the Plan as are not inconsistent with the terms of the
Plan;

       

      (iii)         Compiling
and maintaining all records it determines to be necessary, appropriate or
convenient in connection with the administration of the Plan; and

       

      (iv)         Administering
the Plan as necessary to take account of tax, securities law and other
regulatory requirements of foreign jurisdictions.

       

      (b)           Any
action taken or determination made by the Committee shall, except as otherwise
provided in Section 8 below, be conclusive on all parties. No member of the
Committee shall vote on any matter relating specifically to such member. In the
event that a majority of the members of the Committee would be specifically
affected by any action proposed to be taken (as opposed to being affected in the
same manner as each other Participant in the Plan), such action shall be taken
by the Board of Directors.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c)           The
Committee may designate one or more of its members or the Chief Executive
Officer or the Chief Financial Officer to carry out its responsibilities under
such conditions or limitations as it may set, except that the Committee may not
delegate its authority with regard to participation in the Plan by eligible
Directors or by eligible Employees who are officers for purposes of Section
16(b) of the Securities Exchange Act of 1934, as amended.

       

      (d)           No
member of the Board of Directors or the Committee, the Chief Executive Officer,
the Chief Financial Officer, or any other officer or employee of the Company or
any of its Subsidiaries to whom any duties or responsibilities are delegated
hereunder shall be liable for any action or determination made in connection
with the operation, administration or interpretation of the Plan, and the
Company shall indemnify, defend and hold harmless each such person from any
liability arising from or in connection with the Plan, except where such
liability results directly from such person’s fraud, willful misconduct or
failure to act in good faith. In the performance of its responsibilities with
respect to the Plan, the Committee shall be entitled to rely upon information
and advice furnished by the Company’s officers, the Company’s accountants, the
Company’s counsel and any other person the Committee deems necessary, and no
member of the Committee shall be liable for any action taken or not taken in
reliance upon any such advice.

       

      (e)           Anything
in the Plan to the contrary notwithstanding, any authority or responsibility
that, under the terms of the Plan, may be exercised by the Committee may
alternatively be exercised by the Board of Directors.

       

      
        	
                 
      

              	
                8.

              	
                Claims
      Procedure

              


      

       

      (a)           If
a Participant does not receive the timely payment of the benefits which the
Participant believes are due under the Plan, the Participant may make a claim
for benefits in the manner hereinafter provided.

       

      All
claims for benefits under the Plan shall be made in writing and shall be signed
by the Participant. Claims shall be submitted to the Committee, or to a
representative designated by the Committee. If the Participant does not furnish
sufficient information with the claim for the Committee to determine the
validity of the claim the Committee shall indicate to the Participant any
additional information which is necessary for the Committee to determine the
validity of the claim.

      


      Each
claim hereunder shall be acted on and approved or disapproved by the Committee
within 90 days following the receipt by the Committee of the information
necessary to process the claim.

      


      In the
event the Committee denies a claim for benefits in whole or in part, the
Committee shall notify the Participant in writing of the denial of the claim and
notify the Participant of his or her right to a review of the Committee’s
decision. Such notice by the Committee shall also set forth, in a manner
calculated to be understood by the Participant, the specific reason for such
denial, the specific provisions of the Plan on which the denial is based and a
description of any additional material or information necessary to perfect the
claim with an explanation of the Plan’s appeals procedure as set forth in this
Section.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      If no
action is taken by the Committee on a Participant’s claim within 90 days after
receipt by the Committee, such claim shall be deemed to be denied for purposes
of the following appeals procedure.

      


      (b)           Any
Participant whose claim for benefits is denied in whole or in part may appeal
for a review of the decision by the full Committee. Such appeal must be made
within three months after the Participant has received actual or constructive
notice of the denial as provided above.  An appeal must be submitted
in writing within such period and must:

       

      (i)           request
a review by the full Committee of the claim for benefits under the
Plan;

       

      (ii)          set
forth all of the grounds upon which the Participant’s request for review is
based and any facts in support thereof; and

       

      (iii)         set
forth any issues or comments which the Participant deems pertinent to the
appeal.

       

      The
Committee shall regularly review appeals by Participants. The Committee shall
act upon each appeal within 60 days after receipt thereof unless special
circumstances require an extension of the time for processing, in which case a
decision shall be rendered by the Committee as soon as possible but not later
than 120 days after the appeal is received by the Committee.

      


      The
Committee shall make a full and fair review of each appeal and any written
materials submitted by the Participant in connection therewith. The Committee
may require the Participant to submit such additional facts, documents or other
evidence as the Committee in its discretion deems necessary or advisable in
making its review. The Participant shall be given the opportunity to review
pertinent documents or materials upon submission of a written request to the
Committee, provided the Committee finds the requested documents or materials are
pertinent to the appeal.

      


      On the
basis of its review, the Committee shall make an independent determination of
the Participant’s eligibility for benefits under the Plan.  The
decision of the Committee on any claim for benefits shall be final and
conclusive upon all parties thereto.

      


      In the
event the Committee denies an appeal in whole or in part, the Committee shall
give written notice of the decision to the Participant, which notice shall set
forth, in a manner calculated to be understood by the Participant, the specific
reasons for such denial and which shall make specific reference to the pertinent
provisions of the Plan on which the Committee’s decision is based.

      


      
        	
                 
      

              	
                9.

              	
                Amendment and
      Termination

              


      

       

      (a)           The
Plan may be amended or terminated by the Board of Directors at any time,
provided that no such action shall have the effect of decreasing a Participant’s
accrued benefits as of the effective date of such action. Upon termination of
the Plan, each Participant shall receive a refund of his or her contributions
for the Plan Year plus interest accrued through the date of
termination.

       

      (b)           Without
shareholder consent and without regard to whether any Participant rights may be
considered to have been “decreased,” the Committee shall be entitled to
establish the exchange ratio applicable to payroll and other deductions, in a
currency other than United States Dollars, permit payroll and other deductions
in excess of the amount designated by a Participant in order to adjust for
delays or mistakes in the Company’s processing of properly completed payroll and
other deduction elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of shares of Orthofix Stock for each Participant properly
correspond with amounts deducted from the Participant’s compensation, and
establish such other limitations or procedures as the Committee determines in
its sole discretion advisable which are consistent with the Plan.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                10.

              	
                Beneficiary
      Designation

              


      

       

      A
Participant may file a written designation of a beneficiary who is to receive
any Orthofix Stock or cash under the Plan in the event of such Participant’s
death prior to delivery to such Participant of such Orthofix Stock or
cash.   If a Participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective to the extent required by applicable
law.  Such beneficiary designation may be changed by the Participant
at any time by written notice to the Committee.  All beneficiary
designations shall be made in such form and manner as the Committee may
prescribe from time to time.

      


      
        	
                 
      

              	
                11.

              	
                Effective
      Date

              


      

       

      The Plan,
as amended and restated herein, shall become effective on the first day of the
Plan Year following the date it is approved by the shareholders of the Company;
provided, however, that the shares available for issuance in Section 3(a) hereof
shall be available for issuance on and after the date the Plan, as amended and
restated herein, is approved by the shareholders of the
Company.  Notwithstanding the foregoing, if the Plan is not approved
by the shareholders upon submission to them for approval, the Plan shall be void
ab initio and of no further force and effect.

      


      
        	
                 
      

              	
                12.

              	
                Participants in
      Non-U.S. Jurisdictions

              


      

       

      (a)           To
the extent that Participants are domiciled or resident outside of the U.S. or
are domiciled or resident in the U.S. but are subject to the tax laws of a
jurisdiction outside of the U.S., the Committee shall have the authority and
discretion to adopt such modifications and procedures as it shall deem necessary
or desirable to comply with the provisions of the laws of such non-U.S.
jurisdictions in order to assure the viability of the benefits paid to such
Participants.  The authority granted under the previous sentence shall
include the discretion for the Committee to adopt, on behalf of the Company, one
or more sub-plans applicable to separate classes of eligible Employees and
Directors who are subject to the laws of jurisdictions outside of the
U.S.

       

      (b)           Notwithstanding
any other provision of the Plan to the contrary, to the extent the Company is
required to comply with the EU Prospectus Directive in any jurisdiction with
respect to awards made to eligible Employees or Directors in such jurisdiction,
the Committee may suspend the right of all eligible Employees and Directors in
such jurisdiction to participate in the Plan.

       

      
        	
                 
      

              	
                13.

              	
                Miscellaneous

              


      

       

      (a)           Nothing
in the Plan shall confer upon a Participant the right to continue in the employ
or continue to be a Director of the Company or a Subsidiary or shall limit or
restrict the right of the Company or a Subsidiary to terminate the employment of
a Participant at any time with or without cause.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           No
right or benefit under the Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge such right or benefit shall
be void.  No such right or benefit shall in any manner be liable for
or subject to the debts, liabilities or torts of a Participant.

       

      (c)            Neither
the Company nor any Subsidiary shall be under any obligation to issue or deliver
certificates for shares of Orthofix Stock pursuant to the Plan if such issuance
or delivery would, in the opinion of the Committee, cause the Company to violate
any provision of applicable law.  The Company and its subsidiaries
will use their best efforts to comply with applicable laws but will not be
liable for any failure to comply.

       

      (d)           If
any provision in the Plan is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect without being impaired or invalidated in any
way.

       

      (e)           The
Plan shall be construed and governed in accordance with the law of the State of
New York and without giving effect to principles of conflicts of
laws.

       

      (f)           All
notices or other communications by a Participant to the Committee, the Company,
or any Subsidiary under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt
thereof.

       

      (g)           Notwithstanding
anything to the contrary contained in the Plan, notices and other elections
under this Plan may be delivered or made electronically, in the discretion of
the Committee. In addition, in the discretion of the Committee, shares otherwise
deliverable under the Plan may be delivered or otherwise evidenced through book
entry or other electronic format without the need to deliver an actual share
certificate; provided, however, an actual share certificate shall be delivered
if requested by the Participant.

       

      (h)           The
Board of Directors or the Committee may extend or terminate the benefits of the
Plan to any Subsidiary at any time without the approval of the shareholders of
the Company.

       

      (i)            The
proceeds received by the Company from the sale of Orthofix Stock pursuant to the
Plan shall be used for general corporate purposes.

       

      (j)      
     No shares of Orthofix Stock may be issued under
this Plan unless the issuance of such shares has been registered under the
Securities Act of 1933, as amended, and qualified under applicable state “blue
sky” laws and any applicable non-U.S. securities laws, or the Company has
determined that an exemption from registration and from qualification under such
state “blue sky” laws and applicable non-U.S. securities laws is available. The
Committee may require each Participant purchasing shares under the Plan to
represent to and agree with the Company in writing that such eligible Employee
or Director, as applicable, is acquiring the shares for investment purposes and
not with a view to the distribution thereof. All certificates for shares
delivered under the Plan shall be subject to such stock-transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any exchange upon which the shares are then listed, and any applicable
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions.

       

      
        	
                 
      

              	
                14.

              	
                Compliance with Code
      Section 409A

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The Plan
and any options granted hereunder are intended to meet the short term deferral
exemption from Code Section 409A and shall be interpreted and construed
consistent with this intent.  Notwithstanding any provision of the
Plan to the contrary, in the event that the Board of Directors determines that
the Plan or any option granted hereunder may be subject to Code Section 409A,
the Board of Directors may, without the consent of Participants, including the
affected Participant, adopt such amendments to the Plan or adopt other policies
and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Board of Directors determines are
necessary or appropriate to (i) exempt the Plan or any option granted hereunder
from Code Section 409A or (ii) comply with the requirements of Code Section 409A
and Department of Treasury regulations and other interpretive guidance issued
thereunder.  Notwithstanding the foregoing, the Company shall not be
required to assume any increased economic burden in connection
therewith.